Tower Bridge Advisors Inc

Fees and Compensation
Advisory Fees
Asset Management Services for Separately Managed Accounts (other than Wrap Fee
Program accounts)
The annual asset management fee is based on a percentage of the investable assets
according to the following standard fee schedule:

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                   1.0% on the first $1,000,000;
                   .85% on the next $2,000,000;
                   .75% on the next $2,000,000
                   .65% on the next $5,000,000; and
                   .45% on the assets above $10,000,000

The minimum annual fee is $5,000 and is negotiable. Fees higher or lower than those
listed above are charged where the circumstances so warrant.
In its sole discretion, Tower Bridge agrees to aggregate related accounts for the purpose
of calculating investment management fees. In such cases, the fee will be calculated on
the aggregated portfolios’ values and pro-rated to the individual portfolios, if appropriate
under the fee agreement with the client.
Investment management fees are billed quarterly, in advance, based on the market value
of the prior quarter end. Payment in full is expected upon invoice presentation. In order
to facilitate the billing process, clients typically authorize Tower Bridge to directly deduct
advisory fees from the Managed Accounts. In such cases, the custodian deducts the fee
from the account and remits the fees to Tower Bridge. In the alternative, clients can
choose to pay fee invoices themselves.
Either the client or the investment manager is able to terminate an advisory agreement,
at any time, by written notice to the other party. At termination, fees for the uncompleted
part of a quarter will be refunded to the client. No refunds are made in the case of a
partial withdrawal of the account.
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Asset Management Services Through Wrap Fee Program Accounts
As noted above, when Tower Bridge manages accounts through a Wrap Fee Program,
the Wrap Fee Program Sponsor charges a Wrap Fee for all of the portfolio management,
brokerage execution, custodial and administrative services provided to the Managed
Account. In such cases, Tower Bridge receives its management fee from the Wrap Fee
Program Sponsor and does not charge a separate advisory fee to the client.
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Asset Management Services to Private Funds
Tower Bridge receives both asset-based management fees and performance-based
compensation from the Funds, as described in the Fund Governing Documents and
further explained below. Management fees are generally charged on a quarterly or
annual basis, in advance, and performance-based fees or allocations from the Funds are
received on an annual basis and upon the distribution of capital (such as a withdrawal by
a Fund investor). In the event of a contract termination, prepaid advisory fees by the
Fund for the remaining part of the billing period will be refunded.
These fees, and the expenses described below, are generally reduced or waived in
certain circumstances, including, without limitation, with respect to investments in the

                                    Tower Bridge Advisors

Funds by Tower Bridge’s employees and other individuals associated with Tower Bridge
who provide investment advice and are subject to Tower Bridge’s supervision and control
(“Supervised Persons”) and certain of their family members (collectively referred to here
as “Related Persons”).

Other Advisory Services
Tower Bridge does not charge for its non-management investment advice or
consultations with existing clients, described above under Advisory Business: Other
Advisory Services.

Other Fees and Expenses
Separately Managed Accounts
In addition to the advisory fees Tower Bridge charges, clients incur other types of fees
and expenses related to the investment of their assets. These third-party fees and
expenses include custodian fees, brokerage commissions and other transaction-related
charges. As noted above, some or all of these fees will be bundled into a Wrap Fee if a
client chooses to participate in a Wrap Fee Program.
Furthermore, mutual fund companies charge each fund shareholder an investment
management fee that is disclosed in the fund prospectus. Clients whose accounts include
mutual funds will incur such management fees (referenced as “expense ratios”) in
addition to the advisory fees Tower Bridge charges. While Tower Bridge endeavors to
help clients optimize their investment returns, it does not guarantee that clients will be
invested in the lowest mutual fund expense share class at all times. New share classes
are introduced from time to time, and in some cases, investment in lower-cost classes is
restricted by the fund or the custodian. Please refer to the “Brokerage Practices”
discussion below for more information on third-party fees.
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Private Funds
In addition to management and performance-based fees, the Funds generally bear all
costs and expenses associated with their operation as explained in more detail in the
Fund Governing Documents. These costs and expenses include, but are not limited to
brokerage and other transaction-related fees, custody fees, administrative fees, research
fees, legal fees, other professional service provider fees, information technology costs,
insurance costs, and organizational fees and expenses. A complete description of these
additional fees and expenses is included in the Fund Governing Documents. Please refer
to the “Brokerage Practices” discussion below for more information on third-party fees.
To the extent Tower Bridge incurs reimbursable expenses for the benefit of one or both
Funds, Tower Bridge will allocate the total of such expenses in what it deems to be an
equitable manner taking into account the Fund Governing Documents and applicable
facts and circumstances, including the nature of the product or service and the benefits

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Types of Clients

As noted above, Tower Bridge generally provides investment advice to individuals,
pension or profit-sharing plans, trusts, estates, charitable organizations and small
businesses, as well as private investment funds. The minimum account size is generally
$500,000 of assets under management, which generally equates to an annual fee of
$5,000. Depending upon circumstances, Tower Bridge waives the account minimum.
For example, accounts of less than $500,000 are accepted when we anticipate that the
client will add additional funds to the accounts bringing the total to $500,000 within a
reasonable time. Other exceptions apply to Related Persons and related persons of
existing clients.

Retirement Accounts
When Tower Bridge provides investment advice regarding a client’s retirement plan
account or individual retirement account, in addition to being a fiduciary to its clients under
the Investment Advisers Act of 1940 (“Advisers Act”), Tower Bridge is a “fiduciary” as that
term is defined under the Employee Retirement Income Security Act of 1974 (“ERISA”)
and the Internal Revenue Code. Because Tower Bridge will earn fees on the assets it
manages, a recommendation about a retirement account presents a conflict between the
Tower Bridge’s and the client’s interests. Tower Bridge is legally bound to act in its clients’
best interests and not put its own interest ahead of its clients’ interests. Tower Bridge
has adopted policies and procedures reasonably designed to satisfy this legal duty.

Private Funds
Investors in the Funds generally must qualify as “accredited investors” (as defined in Rule
501 under the Securities Act of 1933, as amended) and “qualified clients” (as defined in
Advisers Act Rule 205-3), and are subject to other suitability requirements to the extent
provided in the applicable Fund Governing Documents. The minimum initial investment
in the Funds is generally $500,000, subject to the Funds’ discretion to accept lesser
amounts.

Methods of Analysis, Investment Strategies and Risk of Loss